Summary Self renewal is integral to the creation and maintenance of many tissues and organs including human epithelia, muscle and blood systems. Each of these tissues establishes populations of self-renewing (stem) cells and must ensure that these stem cells divide and create new differentiated cells at the appropriate rate and in the appropriate place; not enough cells or divisions and the tissue will deteriorate, too many divisions and tumors can form. Our long term goal is to understand the mechanism(s) by which dispersed self-renewing populations are established and how their division and differentiation is influenced by interaction with neighboring cells. A powerful set of genetic, molecular and functional genomic tools, combined with the ability to visualize and track cell divisions makes Arabidopsis stomatal development an attractive system for investigating this set of questions. In our previous work we found that a trio of bHLH transcription factors and components of a MAPK pathway modulate division vs. differentiation choices at discrete stages in stomatal development. Based on data from genetic, biochemical and functional assays, we propose that activity of the earliest-acting bHLH in this trio, SPEECHLESS (SPCH), controls the asymmetric divisions that create the self-renewing populations. We show that SPCH is a direct target of MAP kinase-dependent phosphorylation in vitro, and that phosphorylation alters the behavior of SPCH in vivo. Our specific aims in this proposal are to: (1) elucidate the molecular mechanisms by which SPCH activity is regulated (2) Create a molecular profile of stomatal lineage cells and identify and functionally characterize transcriptional targets of SPCH in these cells, and (3) Take advantage of SPCH-induced phenotypes to genetically dissect the endogenous signaling network required to repress stem-cell differentiation. Because both the bHLH class of transcriptional regulators and the MAPK pathway are universally conserved, these studies may contribute not only to an understanding of self-renewal, but will contribute to our understanding of the diversity of MAPK and bHLH signaling mechanisms and responses.